Ocean's Eleven is pure fun from start to finish, right down to a closing credit that reads, "And introducing Julia Roberts as Tess." Clearly misleading, the credit is in keeping with the mischievous sense of humor exhibited throughout this enormously entertaining heist picture.

Essentially, Ocean's Eleven is one big in-joke, and we're all in on it. In remaking the 1960 Rat Pack movie of the same name, director Steven Soderbergh (Erin Brockovich and Traffic)—is this guy good or what?—and screenwriter Ted Griffin (Best Laid Plans) have smartly retained the original's sense of male camaraderie and cool while vastly improving on its plot and pacing. Clooney is Danny Ocean (once played by Frank Sinatra), a scam artist who, upon his release after four years in prison, assembles a crack team of hustlers, pickpockets and explosives and surveillance experts for a job in Las Vegas. The goal: to rob $150 million from a safe that serves three casinos. The casinos are all owned by a ruthless mogul (Garcia) who's keeping company with Ocean's ex-wife (Roberts), for whom our hero still pines. Seeing Tess again, Ocean asks her if her new beau makes her laugh. She replies, "He doesn't make me cry."

Each star gets his moment (as does Roberts in her supporting role), but Clooney is the host with the most. He effortlessly carries the film on his broad shoulders, exuding big star braggadocio while still conveying Ocean's depths. Pitt, as Ocean's second-in-command, displays a relaxed charisma. He is particularly amusing in an early scene when he makes his living (though bored senseless) by teaching poker to young Hollywood heartthrobs (cameos by Dawson's Creep's Joshua Jackson and That '70s Show's Topher Grace). Damon and Cheadle are both fine, but the real surprise here is Elliott Gould, who is a gas as a gold-chain-wearing former casino owner. (PG-13)